Check the appropriate box to designate the
rule pursuant to which this Schedule is filed:

x Rule
13d-1(b)

o Rule
13d-1(c)

o Rule
13d-1(d)

*The remainder of this cover page shall be
filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for
any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of
this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934
(“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions
of the Act (however, see the Notes).

CUSIP No. 69924R108

SCHEDULE 13G/A

Page 2
of 8 Pages

1

NAME OF REPORTING PERSONS

Long Pond Capital, LP

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) o

(b) o

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

0

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

0

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

o

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

0.0% (See Item 4(b))

12

TYPE OF REPORTING PERSON

PN,IA

CUSIP No. 69924R108

SCHEDULE 13G/A

Page
3 of 8 Pages

1

NAME OF REPORTING PERSONS

Long Pond Capital GP, LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) o

(b) o

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

0

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

0

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

o

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

0.0% (See Item 4(b))

12

TYPE OF REPORTING PERSON

OO, HC

CUSIP No. 69924R108

SCHEDULE 13G/A

Page 4
of 8 Pages

1

NAME OF REPORTING PERSONS

John Khoury

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) o

(b) o

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

Canadian Citizen

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

0

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

0

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

o

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

0.0% (See Item 4(b))

12

TYPE OF REPORTING PERSON

IN, HC

CUSIP No. 69924R108

SCHEDULE 13G/A

Page 5
of 8 Pages

This Amendment No.2 (this "Amendment") to Schedule 13G (the "Schedule 13G") is being filed on behalf of Long Pond Capital,
LP, a Delaware limited partnership ("Long Pond LP"), Long Pond Capital GP, LLC, a Delaware limited liability company ("Long
Pond LLC"), and John Khoury, the principal of Long Pond LP, relating to Common Stock ("Common Stock"), of Paramount Group,
Inc. (the "Issuer").This Amendment is being filed to report that the Reporting Persons no longer own shares of Common Stock
of the Issuer and amends and restates the Schedule 13G as follows.

Long Pond LP is a limited partnership organized under the laws of the State of Delaware. Long Pond LLC is a limited liability
company organized under the laws of the State of Delaware. Mr. Khoury is the principal of Long Pond LP and is a Canadian citizen.

(d) Title of Class of Securities

Common
Stock, $0.01 par value per share

(e) CUSIP No.:

69924R108

CUSIP
No. 69924R108

SCHEDULE 13G/A

Page 6
of 8 Pages

Item 3. If
this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check whether the person filing is a:

(a)

¨

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

(b)

¨

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

(c)

¨

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

(e)

x

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f)

¨

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g)

x

A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the
Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)

¨

A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);

(k)

¨

A group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J),
please specify the type of institution:

CUSIP
No. 69924R108

SCHEDULE 13G/A

Page
7 of 8 Pages

Item
4. Ownership

The
Reporting Persons own 0 shares of Common Stock of the Issuer.

Item
5. Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the
beneficial owners of more than five percent of the class of securities, check the following [X].

Item
6. Ownership of More Than Five Percent on Behalf of Another Person

Inapplicable.

Item
7. Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent
Holding Company or Control Person

Inapplicable.

Item
8. Identification and Classification of Members of the Group

Inapplicable.

Item
9. Notice of Dissolution of Group

Inapplicable.

Item
10. Certifications

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and
are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of
changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with
or as a participant in any transaction having that purpose or effect.

CUSIP
No. 69924R108

SCHEDULE 13G/A

Page 8
of 8 Pages

SIGNATURE

After reasonable inquiry
and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.